Bill Text: NJ S2239 | 2016-2017 | Regular Session | Introduced
Bill Title: Allows certain materials to be included in corporation's proxy solicitation materials.
Spectrum: Partisan Bill (Democrat 3-0)
Status: (Enrolled - Dead) 2018-01-08 - Passed Assembly (Passed Both Houses) (70-0-0) [S2239 Detail]
Download: New_Jersey-2016-S2239-Introduced.html
Sponsored by:
Senator PATRICK J. DIEGNAN, JR.
District 18 (Middlesex)
SYNOPSIS
Allows certain materials to be included in corporation's proxy solicitation materials.
CURRENT VERSION OF TEXT
As introduced.
An Act concerning corporation proxy solicitation materials and supplementing chapter 5 of Title 14A of the New Jersey Statutes.
Be It Enacted by the Senate and General Assembly of the State of New Jersey:
1. A corporation may establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation's proxy solicitation materials, including the form of proxy, for an upcoming election of directors. Those procedures or conditions may include, but shall not be limited to, the following:
(1) A condition requiring a minimum level of beneficial ownership of shares of the corporation's voting stock by the nominating shareholder or a minimum duration of ownership of those shares;
(2) Conditions limiting nominations of directors who have been previously nominated to the board;
(3) A provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected;
(4) Procedures requiring the nominating shareholder to submit specified information concerning the shareholder and the shareholder's nominees, including information concerning ownership by those persons of shares of the corporation's capital stock;
(5) A provision limiting nominations to shareholders, or any affiliate of those shareholders, who have not, and whose nominee has not, within a specified time period, publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock; and
(6) A provision requiring that the nominating shareholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating shareholder in connection with a nomination.
2. This act shall take effect immediately.
STATEMENT
This bill allows a corporation to establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation's proxy solicitation materials.
As an example, the bill provides the following six procedures or conditions that a corporation may establish:
(1) A condition requiring a minimum level of beneficial ownership of shares of the corporation's voting stock by the nominating shareholder or a minimum duration of ownership of those shares;
(2) Conditions limiting nominations of directors who have been previously nominated to the board;
(3) A provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected;
(4) Procedures requiring the nominating shareholder to submit specified information concerning the shareholder and the shareholder's nominees, including information concerning ownership by those persons of shares of the corporation's capital stock;
(5) A provision limiting nominations to shareholders who have not, and whose nominee, or any affiliate of those shareholders has not, within a specified time period, publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock; and
(6) A provision requiring that the nominating shareholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating shareholder in connection with a nomination.
